In the event a material breach of this Agreement, the non-breaching Party may deliver notice of such breach to the breaching Party, such notice containing full details of said breach. In such notice, the non-breaching Party shall identify (acting reasonably and in good faith) examples of the actions or conduct that such Party would consider to be an acceptable cure of such breach. The breaching Party shall have, subject to Section 10.2.2(b), ​ days to cure such breach (​ days in the case of a Party’s breach of its payment obligations). Subject to Section 10.2.2(b), if the Party receiving notice of breach fails to cure such breach within the ​ day period or ​ day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to the other Party.

Material Breach. Subject to [Section 3.2.3], either Party may terminate this Agreement for cause at any time during the Term by giving written notice to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material breach remains uncured for ninety (90) days from the date of such notice; provided, however, that if any breach is not reasonably curable within ninety (90) days and if the breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties in order to permit the breaching Party a reasonable period of time to cure such breach.

In the event of WuXi’s material breach of this Agreement, Arcus may deliver notice of such breach to WuXi, such notice containing full details of said breach. In such notice, Arcus shall identify (acting reasonably and in good faith) examples of the actions or conduct that Arcus would consider to be an acceptable cure of such breach. WuXi shall have, subject to Section 10.2.2(c), ​ days to cure such breach. Subject to Section 10.2.2(c), if WuXi fails to cure such breach within the Cure Period, Arcus may terminate this Agreement upon written notice to WuXi.

Material Breach. Unum has the right to terminate this Agreement upon written notice to SGI if SGI materially breaches its obligations under this Agreement and, after receiving written notice from Unum identifying such material breach by SGI in reasonable detail, fails to cure such material breach within ninety (90) days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon SGI’s failure to pay any amounts due Unum hereunder). SGI has the right to terminate this Agreement upon written notice to Unum if Unum materially breaches its obligations under this Agreement and, after receiving written notice from SGI identifying such material breach by Unum in reasonable detail, fails to cure such material breach within ​ days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon Unum’s failure to pay any amounts due SGI hereunder).

Material Breach. In the event Surface commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.2(a), and fails to cure that breach within ​ days after receiving written notice thereof, Harbour may terminate this Agreement immediately upon written notice to Surface, subject to completion of the dispute resolution process set forth in Article 13 and subsequent cure.

Effect of Termination or Breach. No termination of this Agreement pursuant to Section 8.1 shall be effective until written notice thereof is given to the non-terminating Party specifying the provision hereof pursuant to which such termination is made. If the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except for this Section 8.2, and Sections 10.1 (Non-Survival of Representations and Warranties), 10.8 (Submission to Jurisdiction; Waiver of Trial by Jury), 10.9 (Governing Law), 10.10 (Binding Nature; Assignment), 10.11 (No Third Party Beneficiaries) and 10.12 (Construction). In the event this Agreement is terminated pursuant to Section 8.1 for any reason, no Party shall be entitled to any damages, losses or payment from any other Party (or such other Party’s Affiliates or any Third Party), except with respect to Purchaser’s rights to the expense reimbursement as set forth in this Agreement.

Termination This Agreement can be terminated in the event of any material breach by either party.

Termination. In the event of any material breach of this Agreement, the non-breaching party may provide written notice declaring and describing the material breach in sufficient detail to enable the breaching party to make the cure. The breaching party then has ​ days to cure the breach. If the breach is not cured within that period or if the breach is not curable, then after that period the non-breaching party may provide a second written notice to effectuate the termination of this Agreement and/or to exercise its other remedies.

Termination due to Involuntary Termination without Cause or Termination following a Material Breach. Upon termination of Employee’s employment with the Company prior to the Effective Time due to involuntary termination by the Company without Cause or termination by Employee following a material breach (within the meaning of [Section 6(e)] of the 2008 Agreement), the amounts due Employee under Section 2(d) will be paid to Employee at such time or times as the payments would be made hereunder if Employee’s employment had not terminated.

In the event of a termination of this Agreement in its entirety by [[Organization A:Organization]] pursuant to Sections 12.2.1 (Material Breach), or 12.4 (Termination for Insolvency):

Termination. The parties may not, except for a material breach or failure of a condition or requirement, terminate this Agreement.

Effect of Material Breach of Section 5 on Compensation Following Termination of Employment. If, at the time of termination of Executive’s employment or any time thereafter, Executive is in material breach of any covenant contained in Section 6 hereof, except as otherwise required by law, Executive shall not be entitled to any payments (or if payments have commenced, any continued payment) under this Section 4.

“Material Contract” means contracts, the termination or breach of which would require filing or reporting obligations with the SEC or other Governmental Agency.

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

The financial statements of [[Organization B:Organization]] reflect the material properties and assets (real and personal) owned or leased by them.